or result from any work performed by the Employee for the Company (in each case, regardless of when or where the work product is prepared or whose equipment or other resources is used in preparing the same), all rights and claims related to the foregoing, and all printed, physical, and electronic copies, and other tangible embodiments thereof. Work Product also includes, but is not limited to, contracts, negotiations, know-how, computer programs, computer applications, software design, web design, work in process, databases, manuals, results, developments, reports, graphics, market studies, notes, communications, algorithms, product designs, audiovisual programs, inventions, unpublished patent applications, original works of authorship, discoveries, specifications, customer information, customer lists, advertising information, and sales information.
The Employee understands and acknowledges that during the course of employment by the Company, the Employee will have access to and learn about trade secret, confidential, secret, and proprietary documents, materials, data, and other information, in tangible and intangible form, of and relating to the Company’s Business, and including but not limited to, existing and prospective customers, suppliers, distributors, investors, and other associated third parties (“Confidential Information”). The Employee further understands and acknowledges that this Confidential Information and the Company’s ability to reserve it for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company, and that unauthorized use or disclosure of the Confidential Information by the Employee will cause irreparable harm to the Company, for which remedies at law will not be adequate, and may also cause the Company to incur financial costs, loss of business advantage, liability under confidentiality agreements with third parties, and civil damages.
For purposes of this Agreement, Confidential Information also includes, but is not limited to, all information not generally known to the public or to the Company’s competitors, business plans, documents, research, operations, strategies, techniques, agreements, negotiations, know-how, trade secrets, computer software, operating systems, software design, databases, manuals, financial and accounting information, marketing and advertising information, pricing information, internal controls, sales information, designs, inventions, unpublished patent applications, original works of authorship, discoveries, experimental processes, and specifications, of the Company or of any other person or entity that has entrusted information to the Company in confidence.
The Employee understands that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used.
Confidential Information shall not include information that is generally available to and known by the public, provided that such disclosure to the public is through no direct or indirect fault of the Employee or person(s) acting on the Employee’s behalf.
2.2Disclosure and Use Restrictions. The Employee agrees and covenants:
(i)to treat all Confidential Information as strictly confidential;
(ii)not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other employees of the Company) not having a need to know and authority